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                                                                Exhibit 10.15

May 1, 1997





Dawne S. Hickton
Burns, White & Hickton
Attorneys at Law
2400 Fifth Avenue Place
120 Fifth Avenue
Pittsburgh, PA  15222-3001

Dear Ms. Hickton:

This Letter Agreement sets forth the basis upon which I have been authorized by
the Board of Directors of RMI Titanium Company ("Company") to employ you in the
executive officer position described in Paragraph 1 below for the Employment
Period (as hereinafter defined). The "Employment Period" shall initially be the
period June 1, 1997 through May 31, 2000; provided, however, that on June 1,
2000 and each June 1 thereafter, the Employment Period shall automatically be
extended for one additional year unless, not later than the immediately
preceding February 1, either you or the Company shall have given written notice
to the other that you or it does not wish to extend the Employment Period; and
provided further that the Employment Period shall terminate automatically when
you attain age sixty-five (65). In the event this Letter Agreement is terminated
for any reason other than your death, your obligations as set forth in Paragraph
9 shall survive and be enforceable notwithstanding such termination.

     1.   During the Employment Period, you will serve as Vice President &
          General Counsel of the Company (or on any other executive officer
          position within the Company to which you may hereafter be elected by
          the Company's Board of Directors), performing all duties and functions
          appropriate to that office, as well as such additional duties as the
          Company's Executive Vice President & Chief Financial Officer or Board
          of Directors may, from time to time, assign to you. During the
          Employment Period, you will devote your full time and best efforts to
          the performance of all such duties.




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Ms. Dawne S. Hickton
May 1, 1997
Page 2

     2.   During the Employment Period, the Company will pay you, in equal
          monthly installments, as compensation for your services an annual
          salary of $110,000.00. This annual salary may be increased from time
          to time in the sole discretion of the Company, but may only be
          decreased by the Company with your written consent. Such annual
          salary, whether increased or decreased, shall constitute your "Base
          Salary". In addition, you may be awarded such bonuses as the Board of
          Directors of the Company determines to be appropriate under the
          Company's Annual Incentive Compensation Plan or any successor bonus
          plan. You will also be eligible to participate in the Company's 1995
          Stock Plan, or any successor stock plan.

     3.   In the event of your death during the Employment Period, your right to
          all compensation under this Letter Agreement allocable to days
          subsequent to your death shall terminate and no further payments shall
          be due to you, your personal representative, or your estate, except
          for that portion, if any, of your Base Salary that is accrued and
          unpaid upon the date of your death.

     4.   In the event you become physically or mentally disabled, in the sole
          judgment of physicians selected by the Company's Board of Directors,
          such that you cannot perform the duties and functions contracted for
          pursuant to this Letter Agreement, and should such disability continue
          for at least 180 consecutive days (or in the judgment of such
          physicians, be likely to continue for at least 180 consecutive days),
          the Company may terminate your employment upon written notice to you.
          If your employment is terminated because of physical or mental
          disability, your right to all compensation under this Letter Agreement
          allocable to days subsequent to such termination shall terminate and
          no further payments shall be due to you, your personal representative,
          or your estate, except for that portion, if any, of your Base Salary
          that is accrued and unpaid upon the date of termination.

     5.   The Company may, upon written notice to you fixing the date of
          termination, terminate your services during the Employment Period for
          Cause, (as Cause is defined in Paragraph 7(c) below). In such event,
          your right to receive continued compensation under this Letter
          Agreement will terminate and no further installments will be paid to
          you, except for that portion, if any, of your Base Salary that is
          accrued and unpaid upon the date of termination.



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Ms. Dawne S. Hickton
May 1, 1997
Page 3

     6.   In addition to your annual Base Salary as set forth in Paragraph 2
          above, you will be entitled in each calendar year to a vacation with
          pay in accordance with the vacation policies of the Company. You will
          also be entitled to: (1) participate in all of the Company's existing
          and future employee benefit programs applicable to officers of the
          Company in accordance with the terms of such benefit program plan
          documents; (2) receive one comprehensive physical examination, at
          Company expense, in each calendar year, such examination to be
          conducted by the Cleveland Clinic or comparable facility and provided
          in accordance with terms and conditions comparable to those applicable
          to medical examinations for USX executive officers; and (3) tax
          preparation and financial planning advice under terms and conditions
          comparable to those applicable to USX executive management.

     7.   Change of Control Provisions

          (a)  For purposes of this Letter Agreement, a "Change in Control" of
               the Company shall mean a change in control of a nature that would
               be required to be reported by it in response to Item 6(e) of
               Schedule 14A of Regulation 14A promulgated under the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"), whether or
               not the Company is then subject to such reporting requirement;
               provided, that, without limitation, such a change in control
               shall be deemed to have occurred if:

               (1)  Any person (within the meaning of that term as used in
                    Sections 13(d) and 14(d) of the Exchange Act (a "Person") is
                    or becomes the "beneficial owner" (as defined in Rule 13d-3
                    under the Exchange Act), directly or indirectly, of
                    securities of the Company representing twenty percent (20%)
                    or more of the combined voting power of the Company's then
                    outstanding voting securities; provided, however, that for
                    purposes of this Agreement the term "Person" shall not
                    include (i) the Company or any of its majority-owned
                    subsidiaries, (ii) a trustee or other fiduciary holding
                    securities under an employee benefit plan of the Company or
                    any of its subsidiaries, (iii) an underwriter temporarily
                    holding securities pursuant to an offering of such
                    securities, or (iv) a corporation owned, directly or
                    indirectly, by the stockholders of


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Ms. Dawne S. Hickton
May 1, 1997
Page 4

                    the Company in substantially the same proportions as their
                    ownership of stock of the Company, (v) USX Corporation; or

     (2)  The following individuals cease for any reason to constitute a
          majority of the number of directors then serving on the Board of
          Directors of the Company; individuals who, on the date hereof, are
          serving as directors on the Board and any new director (other than a
          director whose initial assumption of office is in connection with an
          actual or threatened election contest, including but not limited to a
          consent solicitation, relating to the election of directors of the
          Company) whose appointment or election by the Board or nomination for
          election by the Company's stockholders was approved by a vote of at
          least two-thirds (2/3) of the directors then still in office who
          either were directors on the date hereof or whose appointment,
          election or nomination for election was previously so approved, or

     (3)  There is consummated a merger or consolidation of the Company or a
          subsidiary thereof with any other corporation, other than a merger or
          consolidation which would result in the holders of the voting
          securities of the Company outstanding immediately prior thereto
          holding securities which represent immediately after such merger or
          consolidation at least 50% of the combined voting power of the voting
          securities of the entity surviving the merger or consolidation, (or
          the parent of such surviving entity) or the shareholders of the
          Company approve a plan of complete liquidation of the Company, or
          there is consummated the sale or other disposition of all or
          substantially all of the Corporation's assets.

          (b)  If any of the events described above constituting a Change in
               Control of the Company shall have occurred, you shall be entitled
               to the benefits provided in Paragraph 7(f) hereof upon the
               termination of your employment during the term of this Letter
               Agreement unless such termination is (i) because of your death or
               disability, (ii) by the Company for Cause, (iii) by you other
               than for Good Reason, or (iv) on or after the date that you


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Ms. Dawne S. Hickton
May 1, 1997
Page 5

               attain age sixty-five (65). In the event your employment with the
               Company is terminated for any reason prior to the occurrence of a
               Change in Control, you shall not be entitled to any benefits
               under this Paragraph 7; provided, however, that if your
               employment is terminated prior to a Change in Control without
               Cause at the direction of a person who has entered into an
               agreement with the Company, the consummation of which will
               constitute a Change in Control, your employment shall be deemed
               to have terminated following a Change in Control. Your
               entitlement to benefits under any of the Company's retirement
               plans will not adversely affect your rights to receive payments
               hereunder.

          (c)  Termination by the Company of your employment for "Cause" shall
               mean termination upon (i) the willful and continued failure by
               you to substantially perform your duties with the Company (other
               than any such failure resulting from termination by you for Good
               Reason), after a demand for substantial performance is delivered
               to you that specifically identifies the manner in which the
               Company believes that you have not substantially performed your
               duties, and you have failed to resume substantial performance of
               your duties on a continuous basis within fourteen (14) days of
               receiving such demand, (ii) the willful engaging by you in
               conduct which is demonstrably and materially injurious to the
               Company, monetarily or otherwise or (iii) your conviction of any
               felony or conviction of a misdemeanor which impairs your ability
               substantially to perform your duties with the Company. For
               purposes of this paragraph, no act, or failure to act, on your
               part shall be deemed "willful" unless done, or omitted to be
               done, by you not in good faith and without reasonable belief that
               your action or omission was in the best interest of the Company.

          (d)  For purposes of this Letter Agreement, "Good Reason" shall mean,
               without your express written consent, the occurrence after a
               Change in Control of the Company of any one or more of the
               following:

               (1)  The assignment to you of duties inconsistent with your
                    position immediately prior to the Change in Control;





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Ms. Dawne S. Hickton
May 1, 1997
Page 6

               (2)  A reduction or alteration in the nature of your position,
                    duties, status or responsibilities from those in effect
                    immediately prior to the Change in Control;

               (3)  The failure by the Company to continue in effect any of the
                    Company's employee benefit plans, programs, policies,
                    practices or arrangements in which you participate (or
                    substantially equivalent successor or replacement employee
                    benefit plans, programs, policies, practices or
                    arrangements) or the failure by the Company to continue your
                    participation therein on substantially the same basis, both
                    in terms of the amount of benefits provided and the level of
                    your participation relative to other participants, as
                    existed immediately prior to the Change in Control;

               (4)  The failure of the Company to obtain a satisfactory
                    agreement from any successor to the Company to assume and
                    agree to perform this Letter Agreement;

               (5)  Any purported termination by the Company of your employment
                    that is not effected pursuant to a Notice of Termination
                    satisfying the requirements of Subparagraph (e) below, and
                    for purposes of this Letter Agreement, no such purported
                    termination shall be effective; and

               (6)  The Company's requiring you to be based at a location in
                    excess of fifty (50) miles from the location where you are
                    based immediately prior to the Change in Control.

          (e)  Any termination by the Company for Cause or by you for Good
               Reason shall be communicated by Notice of Termination to the
               other party hereto. For purposes of this Letter Agreement, a
               "Notice of Termination" shall mean a written notice which shall
               indicate the specific termination provision in this Letter
               Agreement relied upon and shall set forth in reasonable detail
               the facts and circumstances claimed to provide a basis for
               termination of your employment under the provision so indicated.




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Ms. Dawne S. Hickton
May 1, 1997
Page 7

          (f)  Following a Change in Control of the Company, as defined above,
               upon termination of your employment you shall be entitled to the
               following benefits:

               (1)  If your employment shall be terminated by the Company for
                    Cause or by you other than for Good Reason, the Company
                    shall pay you your full Base Salary through the date of
                    termination at the rate in effect at the time Notice of
                    Termination is given, plus all other amounts to which you
                    are entitled under any compensation plan of the Company at
                    the time such payments are due, and the Company shall have
                    no further obligations to you under this Agreement.

               (2)  If your employment terminates by reason of your death or
                    disability, your benefits shall be determined in accordance
                    with Paragraphs 3 and 4 of this Letter Agreement and the
                    Company's retirement, survivor's benefits, insurance and
                    other applicable programs and plans, then in effect.

               (3)  If your employment by the Company shall be terminated (i) by
                    the Company other than for Cause, your death or disability,
                    or (ii) by you for Good Reason, you shall be entitled to the
                    benefits (the "Severance Payments") provided in Paragraphs
                    7(f)(3), (i), (ii), (iii), (iv) and (v) following, which
                    Severance Payments shall be in lieu of and cancel any
                    further rights you have to receive any Base Salary that
                    would be otherwise due under Paragraph 2 of this Letter
                    Agreement:

                    (i)  The Company shall pay you your full Base Salary through
                         the date of termination at the rate in effect at the
                         time Notice of Termination is given;

                    (ii) The Company will pay as severance benefits to you, not
                         later than the fifth day following the date of
                         termination, a lump sum severance payment (the
                         "Severance Payment") equal to the product of (1) a
                         fraction, the numerator of which is equal to the lesser
                         of (x) twenty-four (24) or (y) the number of full and
                         partial months existing between the date


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Ms. Dawne S. Hickton
May 1, 1997
Page 8


                         of termination and your sixty-fifth (65th) birthday and
                         the denominator of which is equal to twelve (12), and
                         (2) the sum of (x) your annual Base Salary in effect
                         immediately prior to the occurrence of the
                         circumstances giving rise to such termination, and (y)
                         the amount, if any, of the arithmetic average of the
                         annual bonuses awarded to you under any annual bonus
                         plan of the Company calculated using the two (2) years
                         immediately preceding date of termination;

                  (iii)  TheOptions previously issued to you under any
                         option or incentive plan of the Company to purchase
                         shares of Common Stock of the Company (Option Shares),
                         as well as any previously unvested shares of Restricted
                         Stock granted to you, shall irrevocably vest upon any
                         such termination and the stock options for such Option
                         Shares shall become thereafter uncancellable by the
                         Company;

                   (iv)  In the event that you become entitled to the
                         Severance Payments, if any of the Severance Payments or
                         other portion of the Total Payments (as defined below)
                         will be subject to the tax (the "Excise Tax") imposed
                         by Section 4999 of the Internal Revenue Code of 1986,
                         as amended (the "Code"), the Company shall pay to you
                         at the time specified below, an additional amount (the
                         "Gross-Up Payment") such that the net amount retained
                         by you, after deduction of (1) any Excise Tax on the
                         Severance Payments and such other Total Payments, and
                         (2) any federal, state and local income tax,
                         FICA-Health Insurance tax, and Excise Tax upon the
                         payment provided for by this paragraph, shall be equal
                         to the Severance Payments and such other total
                         Payments. For purposes of determining whether any of
                         the payments will be subject to the Excise Tax and the
                         amount of such Excise Tax, (1) any other payments or
                         benefits received or to be received by you in
                         connection with a Change in Control of the Company or
                         your


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Ms. Dawne S. Hickton
May 1, 1997
Page 9

                         termination of employment whether pursuant to the terms
                         of this Letter Agreement or any other plan, arrangement
                         or agreement with the Company, any person whose actions
                         result in a Change of Control of the Company or any
                         person affiliated with the Company or such person
                         (together with the Severance Payment, the "Total
                         Payments") shall be treated as "parachute payments"
                         within the meaning of Section 280G(b)(2) of the Code,
                         and all "excess parachute payments" within the meaning
                         of Section 280G(b)(1) shall be treated as subject to
                         the Excise Tax, except to the extent that in the
                         opinion of tax counsel selected by the Company's
                         independent auditors and acceptable by you such other
                         payments or benefits (in whole or in part) do not
                         constitute parachute payments, or such excess parachute
                         payments (in whole or in part) represent reasonable
                         compensation for services actually rendered within the
                         meaning of Section 280G(b)(4) of the Code in excess of
                         the base amount within the meaning of Section
                         280G(b)(3) of the Code, or are otherwise not subject to
                         the Excise Tax, (2) the amount of the Total Payments
                         which shall be treated as subject to the Excise Tax
                         shall be equal to the lesser of (A) the total amount of
                         the Total Payments or (B) the amount of excess
                         parachute payments within the meaning of Section
                         280G(b)(1) (after applying clause (1), above), and (3)
                         the value of any non-cash benefits or any deferred
                         payment or benefit shall be determined by the Company's
                         independent auditors in accordance with the principles
                         of Sections 280G(d)(3) and (4) of the Code. For
                         purposes of determining the amount of the Gross-Up
                         Payment, you shall be deemed to pay federal income
                         taxes at the highest marginal rate of federal income
                         taxation in the calendar year in which the Gross-Up
                         Payment is to be made and state and local income taxes
                         at the highest marginal rate of taxation in the state
                         and locality of your residence on the date of
                         termination, net


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Ms. Dawne S. Hickton
May 1, 1997
Page 10

                         of the maximum reduction in federal income taxes which
                         could be obtained from deduction of such state and
                         local taxes. In the event that the Excise Tax is
                         subsequently determined to be less than the amount
                         taken into account hereunder at the time of termination
                         of your employment, you shall repay to the Company at
                         the time that the amount of such reduction in Excise
                         Tax is finally determined the portion of the Gross-Up
                         Payment attributable to such reduction (plus the
                         portion of the Gross-Up Payment attributable to the
                         Excise Tax and federal and state and local income tax
                         imposed on the Gross-Up Payment being repaid by you if
                         such repayment results in a reduction in Excise Tax
                         and/or a federal and state and local income tax
                         deduction) plus interest on the amount of such
                         repayment at the rate provided in Section 1274(b)(2)(B)
                         of the Code. In the event that the Excise Tax is
                         determined to exceed the amount taken into account
                         hereunder at the time of the termination of your
                         employment (including by reason of any payment the
                         existence or amount of which cannot be determined at
                         the time of the Gross-Up Payment), the Company shall
                         make an additional Gross-Up Payment in respect of such
                         excess (plus any interest payable with respect to such
                         excess) at the time that the amount of such excess is
                         finally determined.

                         The payments provided for in the paragraph above shall
                         be made not later than the fifth day following the date
                         of termination; provided, however, that if the amounts
                         of such payments cannot be finally determined on or
                         before such day, the Company shall pay to you on such
                         day an estimate as determined in good faith by the
                         Company of the minimum amount of such payments and
                         shall pay the remainder of such payments (together with
                         interest at the rate provided in Section 1274(b)(2)(B)
                         of the Code) as soon as the amount thereof can be
                         determined but in no event later than the thirtieth day


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Ms. Dawne S. Hickton
May 1, 1997
Page 11

                         after the date of termination. In the event that the
                         amount of the estimated payments exceeds the amount
                         subsequently determined to have been due, such excess
                         shall constitute a loan by the Company to you payable
                         on the fifth day after demand by the Company (together
                         with interest at the rate provided in Section
                         1274(b)(2)(B) of the Code);

                    (v)  The Company shall also pay to you all legal fees
                         and expenses incurred by you as a result of such
                         termination of employment (including all such fees and
                         expenses, if any, incurred in contesting or disputing
                         any such termination or in seeking to obtain or enforce
                         any right or benefit provided by this Letter Agreement
                         or in connection with any tax audit or proceeding to
                         the extent attributable to the application of Section
                         4999 of the Code to any payment or benefit provided
                         hereunder); and

                   (vi)  For a twenty-four (24) month period after date of
                         termination, the Company will arrange to provide you at
                         the Company's expense with life, disability, accident
                         and health insurance benefits substantially similar to
                         those which you were receiving immediately prior to the
                         Notice of Termination; but benefits otherwise
                         receivable by you pursuant to this paragraph shall be
                         reduced to the extent comparable benefits are actually
                         received by you during the twenty-four (24) month
                         period following your termination, and any such
                         benefits actually received by you shall be reported to
                         the Company.

          (h)  You shall not be required to mitigate the amount of any Severance
               Payments provided for in this Paragraph 7 by seeking other
               employment or otherwise, nor, except as provided in Paragraph
               (vi) above, shall the amount of any payment or benefit provided
               for in this Paragraph 7 be reduced by any compensation or benefit
               earned by you as the result of employment by another employer
               after the date of termination, or otherwise.


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Ms. Dawne S. Hickton
May 1, 1997
Page 12

               (i)  The Company will require any successor (whether direct or
                    indirect, by purchase, merger, consolidation or otherwise)
                    to all or substantially all of the business and/or assets of
                    the Company or of any division or subsidiary thereof
                    employing you to expressly assume and agree to perform this
                    Letter Agreement in the same manner and to the same extent
                    that the Company would be required to perform it if no such
                    succession had taken place. Failure of the Company to obtain
                    such assumption and agreement prior to the effectiveness of
                    any such succession shall be a breach of this Letter
                    Agreement and shall entitle you to compensation from the
                    Company in the same amount and on the same terms as you
                    would be entitled hereunder if you terminate your employment
                    for Good Reason.

     8.   This Letter Agreement shall inure to the benefit of and be enforceable
          by your personal or legal representatives, executors, administrators,
          successors, heirs, distributees, devisees and legatees. If you should
          die while any amount would still be payable to you hereunder if you
          had continued to live, all such amounts, unless otherwise provided
          herein, shall be paid in accordance with the terms of this Letter
          Agreement, to your devisee, legatee or other designee or, if there is
          not such designee, to your estate.

     9.   As additional consideration for the compensation and benefits provided
          to you pursuant to this Letter Agreement, you agree that you will not,
          for a period of twenty-four (24) months after the end of the
          Employment Period, or the termination of your employment with the
          Company (whichever first occurs), directly or indirectly, compete
          with, engage in the same business as, be employed by, act a consultant
          to, or be a director, officer, employee, owner or partner, or
          otherwise participate in or assist (including, without limitation, by
          soliciting customers for, or individuals to provide services to), any
          business or organization which competes with the Company; provided,
          that this restriction shall not apply if you terminate your employment
          with the Company for Good Reason after a Change in Control of the
          Company. For purposes of this Paragraph 9, you will not be deemed to
          have breached your commitment merely because you own, directly or
          indirectly, not more than one percent (1%) of the outstanding common
          stock of such a corporation if, at the time you acquire such stock,
          such stock is listed on a national securities exchange or is regularly
          traded in the over-the-counter market by a member of either a


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Ms. Dawne S. Hickton
May 1, 1997
Page 13

          national securities exchange or the National Association of Securities
          Dealers, Inc. In order to protect the interest of the Company, you
          will also maintain in strict confidence and not disclose to any other
          person or entity any information received from any source in the
          Company or developed by you in the course of performing your duties
          for the Company. This obligation shall not extend to: (a) anything you
          can establish as known to you from a source outside the Company, (b)
          anything which has been published or becomes published hereafter other
          than by you, or (c) anything which you receive from a non-Company
          source without restriction on its disclosure. Should you breach or
          threaten to breach the commitments in this Paragraph 9, and in
          recognition of the fact that the Company would not under such
          circumstances be adequately compensated by money damages, the Company
          shall be entitled, in addition to any other rights and remedies
          available to it, to an injunction restraining you from such breach.
          Further, you acknowledge and agree that the provisions of this
          Paragraph 9 are necessary, reasonable, and proportionate to protect
          the Company during such non-competition period.

     10.  The validity, interpretation, construction and performance of this
          Letter Agreement shall be governed by the laws of the State of Ohio.

If the provisions of this Letter Agreement are acceptable to you, please sign
one original copy of this Letter Agreement and return it to me. You may retain
the second signed original for your files.

Very truly yours,

RMI TITANIUM COMPANY



By: 
   -------------------------------
    TIMOTHY G. RUPERT
    Executive Vice President &
    Chief Financial Officer


CONFIRMED:


                                             DATE:
-------------------------------                    --------------------------
DAWNE S. HICKTON